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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
INVESCO Advisor Funds, Inc.
1315 Peachtree St., N.E.
Atlanta, Georgia 30309
2. Name of each series or class of funds for which this notice is
filed:
Equity Portfolio
Flex Portfolio
Multiflex Portfolio
International Value Portfolio
Real Estate Portfolio
Income Portfolio
Cash Management Portfolio
Relative Return Bond Portfolio
3. Investment Company Act File Number:
1933 Act File Number: 2-87377
1940 Act File Number: 811-3886
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
N/A /_/
6. Date of termination of issuer's declaration rule 24f-2(a)(1),
if applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
38,160,020 $274,669,705
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-
2:
38,160,020 $274,669,705
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
772,018 $14,504,982
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $274,669,705
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + $14,504,982
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - $137,476,856
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(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + $0
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(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable): $151,697,831
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law or regulation
(see Instruction C.6): x $.00034483
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(vii) Fee due (line (i) or line (v)
multiplied by line (vi)):
$52,309.96
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
/x/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 20, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Tony D. Green
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Tony D. Green
Treasurer
Date: February 20, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
February 21, 1996
INVESCO Advisor Funds, Inc.
1315 Peachtree Street, N.E.
Suite 500
Atlanta, Georgia 30309
Re: Rule 24f-2 Notice
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Ladies and Gentlemen:
INVESCO Advisor Funds, Inc. (the "Fund"), is a corporation
organized under the laws of the State of Maryland. We understand that the
Fund is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of making
definite the number of shares which it has registered under the Securities
Act of 1933, as amended, and which it sold during its fiscal year ended
December 31, 1995.
We have, as counsel, participated in various business and other
matters relating to the Fund. We have examined copies, either certified
or otherwise proved to be genuine, of its Articles of Incorporation and
By-Laws, as now in effect, and certain other certificates of officers of
the Fund relating to its organization and operation, and we generally are
familiar with its business affairs. You have advised us that, during its
fiscal year ended December 31, 1995, the Fund sold 38,932,038 shares of
common stock ("Shares") at an aggregate sales price of $289,174,687 and
redeemed Shares at an aggregate redemption price of $137,476,856. Based
on the foregoing, it is our opinion that the 38,932,038 Shares sold during
the Fund's fiscal year ended December 31, 1995, the registration of which
will be made definite by the filing of a Rule 24f-2 Notice, were legally
issued, fully paid and nonassessable.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm in the
prospectus filed as part of the Fund's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Clifford J. Alexander
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Clifford J. Alexander
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